8-K 1 form8-k.htm

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): February 22, 2019

 

 

 

FAT Brands Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38250   08-2130269

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

9720 Wilshire Blvd., Suite 500

Beverly Hills, CA

  90212

(Address of Principal Executive Offices)

  (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (310) 402-0600

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [X]

 

 

 

   

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On February 22, 2019, FAT Brands Inc. (the “Company”) filed with the Secretary of State of the State of Delaware technical amendments to its Certificate of Designation of Series A Fixed Rate Cumulative Preferred Stock and Certificate of Designation of Series A-1 Fixed Rate Cumulative Preferred Stock (the “Amendments”) to allow for shares of Series A Preferred Stock and Series A-1 Preferred Stock to be issued in either certificated or book-entry (uncertificated) form. Previously such shares could be issued only in book-entry form. Copies of the Amendments are filed as Exhibits 3.1 and 3.2 to this Current Report on Form 8-K and are incorporated herein by this reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit   Description
3.1   Certificate of Amendment of Certificate of Designation of Series A Fixed Rate Cumulative Preferred Stock
     
3.2   Certificate of Amendment of Certificate of Designation of Series A-1 Fixed Rate Cumulative Preferred Stock

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: February 28, 2019

 

  FAT Brands Inc.
   
  By: /s/ Andrew A. Wiederhorn
    Andrew A. Wiederhorn
    Chief Executive Officer

 

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